AGREEMENT
THIS AGREEMENT, is made, entered into, and executed on this _____ day
of _____________1998, by and between the (NAME), with its offices at (ADDRESS),
hereinafter referred to as ("BOARD"), and NDS Software, Inc. hereinafter
referred to as ("NDS"), a Nevada Corporation with its offices at 0000 Xxxx
Xxxxx, Xxxxx X, Xxxxxx, Xxxxxx, 00000.
RECITALS
WHEREAS, NDS will program and deliver software, which allows (BOARD) to
offer a public access lead generation Intranet system ("HomeSeekers CityNet"),
Internet E-mail capabilities ("H.S. Passport"), and HomeSeekers Internet
Electronic Home Viewing System ("HomeSeekers"), collectively hereinafter
referred to as ("Product"), for the advertising of multiple listing data, real
estate agents, brokers and related services, to be used in conjunction with
(BOARD)'s MLS software;
WHEREAS, (BOARD) is a multiple listing service whose participants and
subscribers include real estate agents, brokers, brokerage companies, and
various affiliated industries ("Members"). (BOARD) receives information from the
Members regarding the listing, sale and other related information on real
property;
WHEREAS, NDS seeks (BOARD)'s cooperation with accessing MLS data and
images as source material for the Product;
WHEREAS, (BOARD) is willing to cooperate with NDS to provide MLS data
and images, in cooperation with (BOARD)'s MLS system vendor, and assist in
promoting the Product as described in the terms and conditions set forth below;
WHEREAS, NDS seeks (BOARD)'s cooperation to assist NDS in promoting the
Product;
WHEREAS, (BOARD) will market and manage, under a license from NDS, the
Product to its Members and the public under the terms and conditions hereinafter
set forth;
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, (BOARD) and NDS do hereby agree as follows:
1. Licensing and License Fees
A. The "License Fee" for use of the Product during the term of
this agreement will be a "guaranteed usage". This guaranteed
usage means that 100% of all "Active Listings" will
automatically be placed on the Product for the term of this
agreement for public viewing except for those listings
excluded by the seller/listing broker on an individual basis.
"Active Listing" is deemed to mean those Residential (single
family and condominium) listings which are currently on the
MLS system and are currently for sale. NDS may be adding the
remaining
Agreement between NDS & (BOARD), (DATE) 1997, Page 1 of 14
property types, Residential Lease, Mobile Homes, Land,
Residential Income, Commercial, Commercial Lease, and Business
Opportunity from the MLS system on the Product in the future.
The duration of each property listing on Product is the same
as the MLS listing.
B. NDS hereby grants to (BOARD) a non-exclusive, non-transferable
right to distribute the HomeSeekers CityNet customer access
software for its intended use to its Members and the public,
and the H.S. Passport agent software to its Members. NDS will
make available sufficient copies of each program.
C. NDS retains all copyright and any additional rights to the
programs it creates for use by (BOARD). Title to all
applicable rights in patents, copyrights, trade secrets and
license in the Product remains with NDS.
D. It is agreed that (BOARD) may not sell, copy, reproduce, or
cause to have to have copied, or reproduced by any employee,
officer, director or agent of (BOARD), any software,
configuration, or system used or provided by NDS without prior
written permission from NDS.
2. (BOARD) Responsibilities
A. The Product will allow (BOARD) to use its existing MLS data
and images in a publicly accessible mode. Existing data and
images will be captured and/or exported in a usable format,
and the use and/or origin of the data and images is the
exclusive responsibility of (BOARD) and/or any party involved
in ownership, copyright, or any claim whatsoever regarding the
use of, or origin of that data and images.
B. (BOARD) has the option of enabling automated "notification of
exclusion" of any listing from the Product. (BOARD) is
responsible to provide a suitable field on the MLS input form
and in the MLS database indicating that a listing is to be
excluded.
3. Access Restriction
A. NDS shall sell or otherwise provide the applicable segments of
the Product (HomeSeekers CityNet, HomeSeekers and/or H.S.
Passport) only to those brokers, agents, title companies,
mortgage companies, appraisal and brokerage companies which
are then current Members in good standing of (BOARD), or any
customer approved by (BOARD).
B. (BOARD) shall provide NDS access to its database of multiple
listings, images, users and offices only for the purpose of
adding and updating the Product. NDS is prohibited from
downloading data or images for any other purpose. The data is
copyrighted by (BOARD).
Agreement between NDS & (BOARD), (DATE) 1997, Page 2 of 14
4. Rates, Expenses and Revenue Distribution
A. NDS will provide to (BOARD) HomeSeekers CityNet diskette packs
at a cost of $3.00 per set. (BOARD) may resell the HomeSeekers
CityNet diskette pack for no more than $5.00.
B. NDS will invoice (BOARD) on a monthly basis for all payables
(if applicable) generated in the current billing period.
C. Payables to NDS are Net 15 Days from date of invoice. Interest
shall accrue at a rate of one and one-half percent (1.5%) per
month on late payments.
D. NDS will pay a single twenty percent (20%) advertising sales
commission to (BOARD), for each advertising sale providing the
(BOARD), one of its Members, or one of its staff is the
procuring cause of the sale. A sale will be deemed complete
when a signed advertising contract, initial payment, and
advertiser approved final copy are submitted to NDS by
(BOARD). NDS will pay twenty percent (20%) of advertising
revenues collected as an advertising renewal commission to
(BOARD) for any renewals of advertising originally sold by
(BOARD), one of its Members, or one of its staff.
E. To offset (BOARD)'s costs for advertising and promotion of the
Product, within fifteen (15) business days after the end of
each month, NDS shall remit to (BOARD) ten percent (10%) of
all NDS gross revenues, generated by those components of the
Product identified as revenue sharing components in Exhibit B,
"Product Pricing", which NDS actually received in each prior
month from the customers. Interest shall accrue at a rate of
one and one-half percent (1.5%) per month on late payments.
NDS shall not be obligated to initiate any collection or
recovery efforts to obtain payment from the customers who are
delinquent on payments.
F. (BOARD) may cause an audit not more than once on an annual
basis of NDS's records regarding payments received from all
customers under this Agreement and payments to (BOARD), to be
made by an independent certified public accountant of
(BOARD)'s selection. (BOARD) will give NDS fifteen (15) days
written notice of its intent to audit NDS's books and records
which relate to the receipt of payment. (BOARD) shall pay for
the cost of each audit, unless an audit discovers a
discrepancy greater than four percent (4%) between payments
owed to (BOARD) and payments made to (BOARD) pursuant to
Paragraph E hereof, in which case NDS shall pay for such audit
as well as the additional amounts owed to (BOARD) resulting
from the audit, within ten (10) days after completion of the
audit.
G. NDS shall keep full, complete and proper books and records,
including without limitation, records of its daily accounts,
both for cash and on credit, with respect to (BOARD)'s
accounts (collectively, the "Records".) (BOARD) and its agents
and employees shall have the right to examine and inspect all
the Records no more than twice a year, which NDS shall produce
or send to (BOARD) at NDS's
Agreement between NDS & (BOARD), (DATE) 1997, Page 3 of 14
cost upon demand by (BOARD) for the purpose of investigating
and verifying the accuracy of any statement of payment.
5. Liability
Temporary service interruption may occur whether caused by hardware,
software, or environmental anomalies and shall not be cause for
financial or contractual liability to NDS.
6. Promotion of the Product
A. Local Promotion of the Product may be undertaken by either NDS
or (BOARD), and each shall notify the other of planned
campaigns, promotions, or special events concerning the
Product. (BOARD) Members may cooperatively promote and
advertise the Product in their normal course of business.
B. (BOARD) will assist NDS in gaining the cooperation of the
local Boards/Associations of REALTORS(R) to make available
their conference rooms and/or offices for periodic use by NDS
as demonstration and training areas for the Product, or allow
NDS to make sales presentations at regularly scheduled
Membership meetings, as long as the date, time, location for
each use is approved by the applicable local associations or
boards in advance.
C. (BOARD) shall permit NDS to continually access and download
(BOARD) MLS data for the purpose of publishing the Product as
soon as (BOARD), in its sole discretion, believes that such
access and use are feasible and do not interfere with any of
(BOARD)'s other services or products.
7. Technical Support
NDS will provide phone-based technical support during the hours of 8:00
AM and 5:00 PM Pacific Standard Time Monday through Friday.
8. Orientation/Training
NDS agrees to provide three (3) days of initial on-site
orientation/training for all Members at no charge prior to opening the
Product to the public. During that period training will also be offered
to MLS and Board/Association staffs. After cut over, on-site
orientation/training to users or trainers of (BOARD) is available from
NDS for a fee of $550 per day plus expenses. Expenses are limited to
flight and hotel accommodations. Training for "Board Trainers" is also
provided for no more than five Members of (BOARD) at the corporate
office of NDS at no charge.
9. Protection of Information
Any information exchanged between the parties which is confidential and
which, when disclosed, is noted as being confidential, will be held in
confidence by the party receiving the information and only used and
disclosed pursuant to this Agreement. Each party
Agreement between NDS & (BOARD), (DATE) 1997, Page 4 of 14
agrees that of its employees receiving confidential information will be
informed that such information is subject to non-disclosure Agreement
and will be bound by such an Agreement; that confidential information
will be returned upon request; that the party receiving confidential
information will treat it with the same degree of care as is afforded
to its own confidential information; and that the receiving party will
not reproduce confidential information except as necessary to perform
its duties under this Agreement or as otherwise specifically authorized
in writing. The provision of this non-disclosure Agreement will survive
the expiration of any other Agreement between the parties.
10. Term of Agreement
The term of this Agreement shall commence upon written acceptance of
the Product as operational by (BOARD). This Agreement shall continue
for an initial period of three years and shall renew automatically by
the terms hereof for an unlimited number of one year terms thereafter
until it is terminated pursuant to Section-11.
11. Termination
A. This Agreement may be terminated at either party's election on
the first three year anniversary date or any subsequent
anniversary date, provided the electing party gives the other
party no less than 90 days prior written notice.
B. If (BOARD) changes MLS provider during the term of this
Agreement and such change necessitates the rewriting of the
Product program to maintain functionality, NDS cannot
guarantee compatibility with Product. If NDS cannot rewrite
the software to accommodate the MLS changes, NDS may terminate
this Agreement on the cut over date to the new provider.
C. NDS may terminate this Agreement upon (10) ten days written
notice if (BOARD) has materially breached any financial
provisions of this Agreement and has not cured such breach
within (15) fifteen business days after written notice of such
breach from NDS. In the event (BOARD) fails to cure such
material breach within the (15) fifteen day period, NDS may
terminate this Agreement as described holding (BOARD)
responsible for the "Termination Fee" defined in Section-11E,
as well as any other loss or damages as provided by law.
D. (BOARD) may terminate this Agreement upon (10) ten days
written notice if NDS has materially breached any financial
provisions of this Agreement and has not cured such breach
within (15) fifteen business days after written notice of such
breach from (BOARD). In the event NDS fails to cure such
material breach within the (15) fifteen day period, (BOARD)
may terminate this Agreement as described holding NDS
responsible for the "Termination Fee" defined in Section-11F,
as well as any other loss or damages as provided by law.
E. In the event that termination of this Agreement is caused by
any breach by (BOARD) which has not been cured within fifteen
(15) days of notification by NDS, a "Termination Fee" shall be
imposed. This fee consists of (BOARD)'s refunding all prorated
advertisers' fees
Agreement between NDS & (BOARD), (DATE) 1997, Page 5 of 14
already billed and collected in the current period. Any other
termination shall cause the repayment of advertisers' fees
already billed and collected and will be the responsibility of
NDS. NDS' liability in the event of such termination of
service is limited to this prorated refund of advertisers'
fees except as otherwise specified in this Agreement.
F. In the event termination of this Agreement is caused by any
breach by NDS which has not been cured within fifteen (15)
days of notification by (BOARD), a "Termination Fee" shall be
imposed. This fee consists of NDS's paying (BOARD) an amount
equivalent to the previous month's revenue distribution from
NDS to (BOARD) times the number of months remaining in the
Agreement.
G. Upon termination of this Agreement, for any reason, (BOARD)
will return all Software, Hardware, Manuals, and any other
materials bearing title to NDS.
12. Warranty
A. NDS warrants that from the installation date of the Product
until the termination date, the Product will substantially
conform to the representations made to (BOARD) expressly set
forth for it in the materials and that it is fit for the
purpose intended. If the Product fails to so conform and
(BOARD) promptly provides NDS with a written report containing
a description of the apparent problem, NDS will, at its sole
cost and expense, (i) supply reasonable technical support
required to correct the problem, (ii) replace any hardware,
software, etc. necessary to correct the problem, (iii) if, in
NDS's sole discretion, the Product cannot be replaced or
modified using reasonable commercial efforts, terminate the
license upon sixty (60) days written notice to (BOARD). This
Section-12 states (BOARD)'s exclusive remedy for breach of
warranty set forth herein. In the event of such termination by
NDS, NDS will be liable to rebate their prorated share of
advertiser fees as specified in Section-4, and NDS will be
liable for the same Termination Fee defined in Section-11F.
B. (BOARD) has disclosed to NDS and NDS fully understands and
acknowledges that the information on (BOARD)'s MLS data base
is entered by independent agents and brokers who use the
services of (BOARD). Accordingly, (BOARD), and its officers,
shareholders, directors, employees, representatives or agents,
make no representations or warranties, express or implied,
including implied warranties of merchantability of fitness for
a particular purpose, concerning the accuracy or completeness
of the data on (BOARD) data base or any other information that
NDS obtains from such data base. NDS agrees that in no event
will (BOARD) be liable for any lost profits for any special
consequential or exemplary damages that NDS may suffer or
incur as a results of the inaccuracy or incompleteness of the
information on (BOARD)'s MLS data base, or upon early
termination of and pursuant to this Agreement.
13. Limitation of Warranty
THE WARRANTY OFFERED IN SECTION-12A IS A LIMITED WARRANTY, NDS MAKES NO
OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, AS TO THE MATTER
WHATSOEVER CONCERNING THE MATERIALS OR OTHERWISE IN CONNECTION WITH
THIS AGREEMENT INCLUDING ANY AND ALL WARRANTIES
Agreement between NDS & (BOARD), (DATE) 1997, Page 6 of 14
OF MERCHANTABILITY, AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD
PARTIES.
14. Indemnification
A. NDS agrees to defend and otherwise hold (BOARD), its
shareholders, officers, employees, directors, agents and
representatives harmless from all claims by third parties that
the use of any of the Product's programs or systems infringe
any third party's U.S. copyright rights provided that (BOARD)
gives NDS prompt written notice of any such claim, and
cooperates fully in the defense of same. THE RIGHTS GRANTED TO
(BOARD) UNDER THIS SECTION SHALL BE (BOARD)'S SOLE AND
EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS. NDS WILL HAVE NO LIABILITY TO
(BOARD) IF ANY ALLEGED COPYRIGHT OR OTHER INFRINGEMENT OR
CLAIM THEREOF IS BASED UPON (I) A MODIFICATION OF THE PRODUCT
BY (BOARD) OR ANY THIRD PARTY AGENT OR EMPLOYEE OF (BOARD),
(II) THE USE OF THE PRODUCT IN ANY MANNER FOR WHICH IT WAS NOT
INTENDED FOR, OR (III) USE OF OTHER THAN THE MOST CURRENT
RELEASE OF THE PRODUCT IF SUCH CLAIM WOULD HAVE BEEN PREVENTED
BY THE USE OF SUCH RELEASE AND SUCH RELEASE WAS PROVIDED TO
(BOARD).
B. NDS agrees to indemnify and hold harmless (BOARD), its
shareholders, officers, employees, directors, agents and
representatives from and against any and all losses, costs,
liabilities, damages, taxes, interest, penalties and/or
expenses incurred in investigation or defense of claims and
actions resulting from or arising out of NDS's business
operations and contracts entered into for the sale of the
Product. This provision shall survive the termination of the
Agreement.
C. (BOARD) agrees to indemnify and hold harmless NDS its
officers, employees, directors, agents and representatives
from and against any and all losses, costs, liabilities,
damages, taxes, interest, penalties and/or expenses, including
without limitation, legal fees and other expenses incurred in
the investigation or defense of claims and actions resulting
from or arising out of use of the Product. This provision
shall survive the termination of the Agreement.
15. Disclaimer of consequential Damages
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NDS WILL NOT
BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY SPECIAL INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA OR LOSS OF USE
OF THE PRODUCT, WHETHER SUCH DAMAGES OR LOSSES ARE SUFFERED DIRECTLY OR
INDIRECTLY, EVEN IF NDS IS INFORMED OF THE POSSIBILITY THEREOF IN
ADVANCE, EXCEPT WITH RESPECT TO DAMAGES INCURRED BY (BOARD) BASED UPON
ANY BREACH OF THE AGREEMENT BY NDS.
Agreement between NDS & (BOARD), (DATE) 1997, Page 7 of 14
16. Limitation On Amount
IN NO EVENT WILL NDS'S LIABILITY IN CONNECTION WITH THE MATERIALS OR
THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID TO NDS UNDER THIS
AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE
AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF
WARRANTY, NDS'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND
OTHER TORTS. THE LANGUAGE OF THIS SECTION-16 DOES NOT IN ANY WAY LIMIT
THE OBLIGATION OF NDS TO INDEMNIFY (BOARD) AS PROVIDED IN SECTION-14 OF
THIS AGREEMENT.
17. Governing Laws
This Agreement and all addenda will be governed by and construed in
accordance with the laws of the United States and the State of Nevada.
Jurisdiction and venue for any action brought as a result hereof shall
be in Xxxxxxx County, Nevada.
18. Arbitration and Attorney's Fees
IN THE EVENT OF A DISPUTE BY AND BETWEEN THE PARTIES REGARDING THE
SUBJECT MATTER OF THIS AGREEMENT, THE PARTIES SHALL SUBMIT THE DISPUTE
TO BINDING ARBITRATION IN ACCORDANCE WITH THE THEN EXISTING PROCEDURES
OF THE AMERICAN ARBITRATION ASSOCIATION. SUCH ARBITRATION SHALL BE
CONDUCTED IN THE STATE OF NEVADA AT A LOCATION AS MUTUALLY AGREED UPON
BY THE PARTIES. IN ANY SUCH ARBITRATION, THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER, IN ADDITION TO ANY OTHER RELIEF, REASONABLE
ATTORNEY'S FEES AND EXPENSES.
19. Product Names
(BOARD) and NDS agree that (BOARD) may utilize the HomeSeekers CityNet,
HomeSeekers, and/or H.S. Passport names in a positive and unrestricted
manner during the term of this Agreement. The right to utilize these
names, service marks, and unique graphic elements ceases with the
termination of this Agreement.
20. Updates and/or Revisions
A. Product updates or enhancements may be placed on the system at
any time by NDS at no charge to (BOARD).
B. (BOARD) must notify NDS of any planned updates and/or
revisions to the (BOARD) MLS software in writing sixty (60)
days prior to the actual change and/or revision.
21. No Third Party Beneficiaries
Agreement between NDS & (BOARD), (DATE) 1997, Page 8 of 14
No term or provision of this Agreement is intended to be, nor shall any
such term or provision be construed to be, for the benefit of any
person, firm, corporation or any other entity not a party hereto, and
no such other person, firm, corporation or entity shall have any right
or cause of action thereunder.
22. Further Acts
Each party agrees to perform any further acts and execute and deliver
any further documents that may be reasonably necessary to carry out the
provisions of this Agreement.
23. Binding Effect
This Agreement shall be binding upon and shall inure to the benefit of,
the respective heirs, personal representatives, executors,
administrators, successors and assigns of the parties hereto.
24. Severability
The provisions of this Agreement are severable, and if any provision of
this Agreement shall be held to be invalid, illegal, or otherwise
unenforceable, in whole or in part, the remainder of the provisions, or
enforceable parts thereof, shall not be affected thereby and shall be
enforced to the fullest extent permitted by law.
25. Counterparts
This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
26. Assignment
No party to this Agreement may assign this Agreement or his, her or its
rights or obligations thereunder, without the written consent of the
others.
27. Headings
The headings, titles and captions of the Paragraphs of this Agreement
are inserted solely for convenience of reference and are not part of
and are not intended to govern, limit or aid in the construction of any
term or provision hereof.
28. Time is of the Essence
Time is of the essence with respect to the obligations of the parties
hereto.
29. Good Faith
The parties hereby expressly acknowledge that this Agreement imposes an
obligation of good faith and fair dealing between the parties.
Agreement between NDS & (BOARD), (DATE) 1997, Page 9 of 14
30. Authority to Execute
This Agreement is entered into by the undersigned parties freely and
voluntarily, and without duress and coercion.
31. Modifications.
Any alterations, change or modification of or to this Agreement, in
order to become effective, shall be made by written instrument or
endorsement thereon and in each such instance executed on behalf of
each party thereto.
32. Interpretation
This Agreement shall be construed according to its fair meaning and as
if prepared by both parties hereto. As used in this Agreement,
masculine, feminine or neuter gender and the singular or plural number
shall each be deemed to include the others wherever and whenever the
context so dictates.
33. No Waiver
No delay or omission by either party hereto in exercising any right or
power accruing upon the compliance or failure of performance by the
other party hereto under the provisions of this Agreement or documents
entered into pursuant to this Agreement shall impair any such right or
power or be construed to be a waiver thereof. A waiver by a party
hereto of a breach of any of the covenants, conditions or agreements
hereof to be performed by the other party shall not be construed as a
waiver of any succeeding breach of the same or other covenants,
agreements, restrictions or conditions hereof.
34. Exhibits
The following exhibits are hereby incorporated in this Agreement by
reference:
Exhibit A Product Definition
Exhibit B Pricing
35. Miscellaneous
A. Upon execution of this Agreement, the undersigned represent
and warrant that this Agreement has been duly authorized by
said parties and that they have full authority to enter into
this Agreement on behalf of such parties.
B. This Agreement, including any exhibits attached hereto and
made a part hereof, contains the entire understanding of the
parties hereto with respect to the subject matter contained
herein and may be amended only by a written instrument signed
by all parties affected thereby, or their respective
successors or assigns.
Agreement between NDS & (BOARD), (DATE) 1997, Page 10 of 14
This Agreement cancels and supersedes all prior agreements, if
any, oral or written between parties.
C. Upon execution of the Agreement, any and all previous
agreements regarding the Product between (BOARD) and NDS are
void.
D. Any documentation herein requiring signatures of both or
either party may be exchanged by the parties by FAX. Each
party will retain a valid copy of each document consisting of
a FAX copy signed by the other party and an original copy
signed by itself.
E. (BOARD) agrees to allow NDS to use (BOARD)'s name, logo,
service marks, location, and name of General Manager in
advertising, promotion, and discussions regarding the Product
and its installation in (BOARD). The right to utilize the
(BOARD) name, logo, service marks, and unique graphic elements
ceases with the termination of this Agreement.
36. Notices
Any notice or other communication required or permitted under this
Agreement shall be sufficiently given if delivered personally or sent
by registered or certified mail, postage prepaid and return receipt
requested, or by Federal Express or other reputable overnight and
delivery service, to the address of the parties set forth below. Any
notice under this Agreement shall be deemed given if by personal
service upon receipt; if by United States Mail, forty-eight (48) hours
after deposit; if by reputable overnight delivery service, twenty-four
(24) hours after timely deposit. A party may designate from time to
time a different or additional address for noticing purposes under this
provision by giving the other party ten (10) days written notice of the
same.
To (BOARD):
Name, Attn: General Manager
address
City, State, Zip
To NDS: Xxxx Xxxxxx
c/o NDS Software, Inc.
0000 Xxxxxx Xx.
Xxxx, XX 00000
Agreement between NDS & (BOARD), (DATE) 1997, Page 11 of 14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of day
and year first written above.
The (BOARD)
By_________________________________ Date _________________
Name, Title
NDS Software, Inc.
By_________________________________ Date _________________
Xxxx Xxxxxx, President/COO
Agreement between NDS & (BOARD), (DATE) 1997, Page 12 of 14
EXHIBIT A
HOMESEEKERS - PRODUCT DEFINITION
Because of the volatile nature of the Internet environment, and the increasing
pace of technological change, this Product Definition is subject to change with
approval from both parties. The definition of this segment of the Product
includes but is not limited to the following:
1. An Internet World Wide Web site for the advertising of multiple listing
data, real estate agents, brokers and related services
2. Content
o Real property listings-with appropriate hot links to
agents, lenders, etc.
o Real property images - thumbnail and large size
o Office hot links - to listings or other services
o Sound clips - recorded by HomeSeekers
o Search engine - ability to easily search for properties
o Search engine - ability to search for agents and/or
offices
o Agent profiles/home pages - with hot links to listings,
E-mail
o Office profiles/home pages - w/hot links to agents,
E-Mail, as defined
o Advertising
o Demographic Data for cities
o Home Services advertising and promotions
Agreement between NDS & (BOARD), (DATE) 1997, Page 13 of 14
EXHIBIT B
PRODUCT PRICING
o Listings with 1 image No Charge
(Shown on both HomeSeekers & HomeSeekers CityNet)
o Additional photos (HomeSeekers) $5.00/listing/photo *
o Additional photos (HomeSeekers CityNet) $5.00/listing/photo *
o Agent profile/home page (HomeSeekers) $129.00/year/profile *
o Agent profile/home page $129.00/year/profile *
(HomeSeekers CityNet)
o Office profile/home page (HomeSeekers) Market Price *
(includes office e-mail) (based on no. of agents)
o Sound Clip $10.00/listing *
o Listing Advertisements (Hot Buttons) Market Price *
o Internet Agent E-Mail Address $99.00/year/address *
(H.S. Passport)
/asterisk/ Eligible for Revenue Distribution
/checkmark/ All Pricing Subject to Change.
/checkmark/ Package pricing will also be available at reduced rates.
Agreement between NDS & (BOARD), (DATE) 1997, Page 14 of 14
